Exhibit 99.2(k)(iv)
FORM OF FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT
THE TOPIARY FUND FOR BENEFIT PLAN INVESTORS (BPI) LLC
This FEE WAIVER/EXPENSE REIMBURSEMENT AGREEMENT is made as of September
10, 2004 by and among DB Investment Managers, Inc. (the "Adviser"), The
Topiary Fund for Benefit Plan Investors (BPI) LLC (the "Fund"), and The
Topiary Master Fund for Benefit Plan Investors (BPI) LLC (the "Master Fund").
WHEREAS, the Fund invests substantially all of its investable assets in
The Topiary Offshore Fund for Benefit Plan Investors (BPI) LDC, which in turn
invests all of its investable assets in the Master Fund;
WHEREAS, the Adviser and the Master Fund have entered into an Investment
Management Agreement as of September 10, 2004 (the "Investment Management
Agreement"), whereby the Adviser provides certain management and investment
advisory services to the Master Fund in return for a management fee;
WHEREAS, the Adviser is also entitled to be allocated an incentive
allocation (the "Incentive Allocation") in respect of its advisory services to
the Master Fund pursuant to the terms of the Fund's Amended and Restated
Limited Liability Company Operating Agreement;
WHEREAS, the Adviser desires to waive all or a portion of its fees under
the Investment Management Agreement and/or reimburse expenses of the Fund as
may from time to time be necessary as provided herein;
WHEREAS, the Adviser understands and intends that the Fund and the Master
Fund will rely on this Agreement in preparing a registration on Form N-2 and
in accruing the expenses of the Fund and the Master Fund for purposes of
calculating net asset value and for other purposes, and expressly permits the
Fund and the Master Fund to do so; and
WHEREAS, the members of the Fund will benefit from the ongoing waivers
and/or reimbursements by incurring lower Fund operating expenses than they
would absent such waivers and/or reimbursements.
NOW, THEREFORE, the Adviser agrees to waive management fees paid by the
Master Fund and/or reimburse direct expenses of the Fund (including the Fund's
pro rata share of the Master Fund's direct expenses) to the extent necessary
to limit the ordinary annual operating expenses of the Fund, excluding the
Incentive Allocation, to 2.0% of the average daily net assets of the Fund for
the annual period; provided, however, in no event shall the Adviser be
required to reimburse to the Fund expenses in excess of the amount of expenses
actually incurred by the Fund. The relative amounts of the waiver of fees
and/or reimbursement of expenses will be determined by the Adviser in its
discretion, so long as the total ordinary annual operating expenses incurred
by the Fund do not exceed the amount stated above.
This contractual fee waiver and/or expense reimbursement shall be
effective for the current fiscal year of the Fund and the Master Fund and for
fiscal years thereafter unless the Adviser shall notify the Fund and the
Master Fund of the termination of the contractual fee waiver and/or expense
reimbursement not less than 30 days' prior to the end of the then-current
fiscal year.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized as of the day and year
first above written.
THE TOPIARY FUND FOR BENEFIT
PLAN INVESTORS (BPI) LLC
By:
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Name:
Title:
THE TOPIARY MASTER FUND FOR
BENEFIT PLAN INVESTORS (BPI) LLC
By:
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Name:
Title:
DB INVESTMENT MANAGERS, INC.
By:
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Name:
Title:
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